<PAGE> 1
EXHIBIT 3(ii)
AMENDED BY-LAWS
OF
CORN PRODUCTS INTERNATIONAL, INC.
---------------
ARTICLE I
OFFICES
SECTION 1. The registered office of the Corporation in the State of
Delaware shall be in the City of Wilmington, County of New Castle, and the name
of the registered agent of the Corporation in said State is The Corporation
Trust Company. The Corporation may also have an office or offices other than
said registered office at such place or places either within or without the
State of Delaware as the Board of Directors may from time to time designate or
as the business of the Corporation may require.
ARTICLE II
SEAL
SECTION 1. The seal of the Corporation shall be circular in form and
shall have the name of the Corporation and the words and numerals "Corporate
Seal 1997 Delaware."
ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of stockholders of the
Corporation shall be held in each year on the third Wednesday in May, or on such
other date as the Board of Directors may designate, and at such time and place
as the Board of Directors may designate, for the election of directors and for
the transaction of such other business as may properly come before the meeting.
SECTION 2. Special Meetings. Except as provided in the Certificate of
Incorporation, special meetings of the stockholders may be called only on the
order of the Chairman of the Board or the Board of Directors and shall be held
at such date, time and place as may be specified by such order.
SECTION 3. Notice; Stockholder Nominations and Proposals. Notice, in
writing or by electronic transmission, of all meetings of the stockholders,
shall be mailed or otherwise given as permitted by the laws of the State of
Delaware to each stockholder not less than twenty nor more than sixty days
before the meeting. The notice or an accompanying document shall identify the
business to be transacted at the meeting and, if directors are to be elected,
the candidates therefor, as determined by the Board of Directors. As used in
these By-laws, the term "electronic transmission" shall mean any kind of
electronic transmission or other form of remote communication that is permitted
by the laws of the State of Delaware.
Other business may be transacted at the annual meeting (but not at any
special meeting), only if the Secretary of the Corporation has received from the
sponsoring stockholder
10Q-16
<PAGE> 2
(a) not less than ninety nor more than one hundred twenty days in advance of the
date which is the anniversary of the date the Corporation's proxy statement was
released to security holders in connection with the previous year's annual
meeting or, if the date of the applicable annual meeting has been changed by
more than thirty days from the date contemplated at the time of the previous
year's proxy statement, not less than ninety days before the date of the
applicable annual meeting, a written notice setting forth (i) as to each matter
the stockholder proposes to bring before the annual meeting, a brief description
of the proposal desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares which are beneficially owned by
the stockholder on the date of such stockholder's notice and (iv) any material
interest of the stockholder in such proposal, and (b) not more than ten days
after receipt by the sponsoring stockholder of a written request from the
Secretary, such additional information as the Secretary may reasonably require.
Notwithstanding anything in these By-laws to the contrary, no business shall be
brought before or conducted at an annual meeting except in accordance with the
provisions of this Section 3. The officer of the Corporation or other person
presiding over the annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 3 and, if he or she should so
determine, such officer shall so declare to the meeting and any business so
determined to be not properly brought before the meeting shall not be
transacted.
Other candidates may be nominated at the annual meeting (but not at any
special meeting), only if the Secretary of the Corporation has received from the
nominating stockholder (a) not less than ninety nor more than one hundred twenty
days in advance of the date which is the anniversary of the date the
Corporation's proxy statement was released to security holders in connection
with the previous year's annual meeting or, if the date of the applicable annual
meeting has been changed by more than thirty days from the date contemplated at
the time of the previous year's proxy statement, not less than ninety days
before the date of the applicable annual meeting, a written notice setting forth
(i) with respect to each person whom such stockholder proposes to nominate for
election or re-election as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected) or any successor regulation or statute, (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business and (iii) the class and number of shares
which are beneficially owned by the stockholder on the date of such
stockholder's notice, and (b) not more than ten days after receipt by the
nominating stockholder of a written request from the Secretary, such additional
information as the Secretary may reasonably require. At the request of the
Secretary of the Corporation, each nominee proposed by the Board of Directors
shall provide the Corporation with such information concerning himself or
herself as is required to be set forth in a stockholder's notice of nomination.
Notwithstanding anything in these By-laws to the contrary, no person shall be
eligible for election as a director except in accordance with the provisions of
this Section 3. The officer of the Corporation or other person presiding over
the annual meeting shall, if the facts so warrant, determine and declare to the
meeting that a nomination was not made in accordance with the provisions of this
Section 3 and, if he or she should so determine, such officer shall so declare
to the meeting and any such defective nomination shall be disregarded.
10Q-17
<PAGE> 3
SECTION 4. Quorum. The holders of a majority of the voting power of the
outstanding shares of the capital stock of the Corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of the stockholders except as
may otherwise be provided by law, by the Certificate of Incorporation or by
these By-laws; but, if there be less than a quorum, the holders of a majority of
the voting power so present or represented may adjourn the meeting from time to
time.
SECTION 5. Voting and Proxies. Each stockholder shall, subject to the
provisions of the Certificate of Incorporation, at each meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
stock of the Corporation which has voting power on the matter in question and
which shall have been held by such stockholder and registered in his or her name
on the books of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 6
of Article VIII of these By-laws as the record date for the
determination of stockholders who shall be entitled to notice of and to
vote at such meeting, or
(b) if no such record date shall have been so fixed, then at
the close of business on the day next preceding the day on which notice
of the meeting shall be given.
At all meetings of the stockholders, all matters, except as otherwise provided
in the Certificate of Incorporation, in these By-laws, or by law, shall be
decided by the vote of the holders of a majority of the voting power of the
outstanding shares of the capital stock of the Corporation entitled to vote
thereat present in person or by proxy, a quorum being present. Proxies may be
submitted in any manner permitted by the laws of the State of Delaware. The vote
at any meeting of the stockholders on any question need not be by ballot, unless
so directed by the chairman of the meeting. The Board of Directors, or, of the
Board shall not have made the appointment, the chairman presiding at any meeting
of stockholders, shall have the power to appoint two or more persons to act as
inspectors, to receive, canvass and report the votes cast by the stockholders at
such meeting; but no candidate for the office of director shall be appointed as
an inspector at any meeting for the election of directors.
SECTION 6. Conduct of Meeting. The Chairman of the Board or, in his or
her absence, a director or officer designated by the Board of Directors or the
Chairman of the Board, shall preside at all meetings of the stockholders.
SECTION 7. Secretary of the Meeting. The Secretary of the Corporation
shall act as secretary of all meetings of the stockholders; and, in his or her
absence, the chairman of the meeting may appoint any person to act as secretary
of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and at such place as may from time to time be fixed
by resolution of the Board of Directors. Unless otherwise provided by law or by
these By-laws, notice of regular meetings of the Board need not be given.
SECTION 2. Special Meetings. Special meetings of the Board of Directors
may be called by the number of directors which would constitute a quorum of the
Board of Directors or
10Q-18
<PAGE> 4
by order of the Chairman of the Board. The Secretary shall give notice to each
director of the time, place and purpose or purposes of each special meeting by
mailing the same at least two days before the meeting, or by delivering the same
personally or by telephone or other electronic means not later than the day
before the day of the meeting.
SECTION 3. Conduct of Meeting. At meetings of the Board of Directors,
the Chairman of the Board or, in his or her absence, a director designated by
the Board of Directors shall preside.
SECTION 4. Quorum and Action. At meetings of the Board of Directors, a
quorum for the transaction of business shall be a majority of the total number
of directors determined from time to time by the Board of Directors pursuant to
Article EIGHTH of the Certificate of Incorporation. If less than a quorum shall
be present, a majority of those present may adjourn any meeting until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
further notice. The act of a majority of the directors present at a meeting
where a quorum is present shall be the act of the Board of Directors.
SECTION 5. Participation by Telephone. The directors may participate in
a meeting of the Board of Directors by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
SECTION 6. Written Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all the directors consent thereto in writing or by electronic transmission or
transmissions, and evidence of such consent is filed with the minutes of
proceedings of the Board of Directors. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.
SECTION 7. Compensation of Directors. The directors shall receive such
compensation for their services as may be prescribed by the Board of Directors
and shall be reimbursed by the Corporation for ordinary and reasonable expenses
incurred in the performance of their duties.
ARTICLE V
COMMITTEES
SECTION 1. Appointment. The Board of Directors may appoint from among
its members such committees as the Board may determine, which shall consist of
such number of directors and have such powers and authority as shall from time
to time be prescribed by the Board and permitted by subsection (2) of Section
141(c) of the Delaware General Corporation Law.
SECTION 2. Regular Meetings. Regular meetings of committees shall be
held at such time and at such place as may from time to time be fixed by
resolution of the Board of Directors. Unless otherwise provided by law or by
these By-laws, notice of regular meetings of committees need not be given.
SECTION 3. Special Meetings. Special meetings of committees may be
called by order of the chairman of the committee or the Chairman of the Board.
The Secretary shall give
10Q-19
<PAGE> 5
notice to each member of the time, place and purpose or purposes of each special
meeting by mailing the same at least two days before the meeting, or by
delivering the same personally or by telephone or other electronic means not
later than the day before the day of the meeting.
SECTION 4. Conduct of Meeting. At meetings of committees, the chairman
of the committee or, in his or her absence, a director designated by the members
of the committee shall preside.
SECTION 5. Quorum. A majority of the members of any committee shall
constitute a quorum for the transaction of business; provided, however, that in
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
SECTION 6. Participation by Telephone. The members of any committee may
participate in a meeting of the committee by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.
SECTION 7. Written Consent. Any action required or permitted to be
taken at a meeting of any committee may be taken without a meeting if all the
members consent thereto in writing or by electronic transmission or
transmissions, and evidence of such consent is filed with the minutes of
proceedings of the committee. Such filing shall be in paper form if the minutes
are maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.
ARTICLE VI
OFFICERS
SECTION 1. Election of Officers. The Board of Directors shall elect the
officers of the Corporation, which may include a Chairman of the Board, a
President, one or more Vice Presidents, a Comptroller, a Treasurer, a Secretary
and a General Counsel. Any Vice President may be given an additional designation
of rank or function. Each officer shall have such powers and duties as may be
prescribed by these By-laws and as may be assigned by the Board of Directors or
the Chairman of the Board.
SECTION 2. Chairman and Chief Executive Officer. The Chairman of the
Board shall be the chief executive officer of the Corporation, and shall have
such powers and duties as customarily pertain to that office. He or she shall
have general supervision over the property, business and affairs of the
Corporation and over its other officers. He or she may appoint and remove
assistant officers and other employees and agents. He or she may execute and
deliver in the name of the Corporation all powers of attorney, contracts and
other obligations and instruments.
SECTION 3. Acting Chairman. In case of the absence or disability of the
Chairman of the Board, an officer or officers designated by the Chairman of the
Board or, in the absence of such designation, by the Board of Directors, shall
have the powers and duties of the Chairman of the Board.
10Q-20
<PAGE> 6
SECTION 4. Powers. The officers other than the Chairman of the Board
may execute and deliver in the name of the Corporation powers of attorney,
contracts, and other obligations and instruments pertaining to the regular
course of their respective duties.
SECTION 5. Responsibility for Audit. An officer or officers designated
by the Board of Directors shall be responsible to the Board of Directors for
financial control and internal audit of the Corporation and its subsidiaries.
SECTION 6. Treasurer. The Treasurer shall have general supervision over
the funding and currency management affairs of the Corporation.
SECTION 7. Secretary. The Secretary shall keep the minutes of all
meetings of the stockholders of the Corporation, of the Board of Directors and
of all committees appointed by the Board.
SECTION 8. General Counsel. The General Counsel shall have general
supervision over the legal affairs of the Corporation.
SECTION 9. Vacancies. In case any office shall become vacant, the Board
of Directors shall have power to fill such vacancy. In case of the absence or
disability of any officer, the Board of Directors or the Chairman of the Board
may assign the powers and duties of such office to any other officer or
officers. Any officer shall be subject to removal at any time by vote of a
majority of the whole Board.
SECTION 10. Voting of Stock held by Corporation. The Chairman of the
Board or the President, or a Vice President thereunto duly authorized by the
Chairman of the Board, shall have full power and authority on behalf of the
Corporation to attend and to vote at any meeting of stockholders of any
corporation in which the Corporation may hold stock, and may exercise on behalf
of the Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and authority
to execute and deliver proxies and consents on behalf of the Corporation in
connection with the exercise by the Corporation of the rights and powers
incident to the ownership of such stock. The Board of Directors may confer like
powers upon any other person or persons.
ARTICLE VII
INDEMNIFICATION
SECTION 1. Each person who was or is made a party to or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he, she, or a person for whom he or she is the legal
representative, is or was a director, officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, shall be
indemnified by the Corporation to the fullest extent permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be amended, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes, penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection with such service;
provided, however, that the Corporation shall indemnify any such person seeking
indemnification in
10Q-21
<PAGE> 7
connection with a proceeding initiated by him or her only if such proceeding was
authorized by the Board of Directors, either generally or in the specific
instance. The right to indemnification shall include the advancement of expenses
incurred in defending any such proceeding in advance of its final disposition in
accordance with procedures established from time to time by the Board of
Directors; provided, however, that, if the Delaware General Corporation Law so
requires, the director, officer or employee shall deliver to the Corporation an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that he or she is not entitled to be indemnified under this Article
or otherwise.
SECTION 2. The rights of indemnification provided in this Article shall
be in addition to any rights to which any person may otherwise be entitled by
law or under any By-law, agreement, vote of stockholders or disinterested
directors, or otherwise. Unless otherwise provided when authorized or ratified,
such rights shall continue as to any person who has ceased to be a director,
officer or employee and shall inure to the benefit of his or her heirs,
executors and administrators, and shall be applicable to proceedings commenced
after the adoption hereof, whether arising from acts or omissions occurring
before or after the adoption hereof.
SECTION 3. The Corporation may purchase and maintain insurance to
protect any person against any liability or expense asserted against or incurred
by such person in connection with any proceeding, whether or not the Corporation
would have the power to indemnify such person against such liability or expense
by law or under this Article or otherwise. The Corporation may create a trust
fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to insure the payment of such sums as may become
necessary to effect indemnification as provided herein.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. Certificated or Uncertificated Shares. The Board of
Directors may authorize the issuance of stock either in certificated or in
uncertificated form. If shares are issued in uncertificated form, each
stockholder shall be entitled upon written request to a stock certificate or
certificates, representing and certifying the number and kind of full shares
held, signed by the Chairman of the Board or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
which signatures may be facsimile.
SECTION 2. Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more Transfer Agents and Registrars for the
transfer and registration of stock of any class, and may require that stock
certificates be countersigned and registered by one or more of such Transfer
Agents and Registrars.
SECTION 3. Transfer. Shares of capital stock of the Corporation shall
be transferable on the books of the Corporation only by the holder of record
thereof in person or by duly authorized attorney, upon surrender and
cancellation of certificates, or other evidence of ownership if no certificates
shall have been issued, for a like number of shares.
SECTION 4. Lost, Stolen or Destroyed Certificates. In case any
certificate for the capital stock of the Corporation shall be lost, stolen or
destroyed, the Corporation may require such proof of the fact and such indemnity
to be given to it and to its Transfer Agent and Registrar, if any, as shall be
deemed necessary or advisable by it.
10Q-22
<PAGE> 8
SECTION 5. Record Holders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder thereof in
fact, and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law.
SECTION 6. Record Dates. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or other allotment of any rights, or entitled to exercise any
rights in respect of any other change, conversion or exchange of stock or for
the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If in any case involving the determination of stockholders for any
purpose (other than notice of or voting at a meeting of stockholders) the Board
of Directors shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board of Directors shall adopt the resolution relating thereto. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
10Q-23
<PAGE> 9
ARTICLE IX
MISCELLANEOUS
SECTION 1. Fiscal Year. The Board of Directors shall have power to fix,
and from time to time change, the fiscal year of the Corporation. Unless
otherwise fixed by the Board, the calendar year shall be the fiscal year.
SECTION 2. Waiver of Notice. Whenever notice is required to be given by
these By-laws or by the Certificate of Incorporation or by law, a written waiver
thereof, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE X
AMENDMENT
SECTION 1. The Board of Directors shall have power at any meeting of
the Board, to add any provision to or to alter, amend or repeal any provision of
these By-laws by the vote of a majority of the total number of directors
determined from time to time by the Board of Directors pursuant to Article
EIGHTH of the Certificate of Incorporation, provided that a statement of the
proposed action shall have been included in a notice or waiver of notice of such
meeting of the Board.
10Q-24
